Exhibit 10.53
SECOND AMENDMENT TO THE
AMGEN RETIREMENT AND SAVINGS PLAN
AS AMENDED AND RESTATED EFFECTIVE OCTOBER 15, 2001
The Amgen Retirement and Savings Plan as Amended and Restated Effective
October 15, 2001, and as amended on February 27, 2001 (the "Plan") is hereby
amended to reflect certain provisions of the Economic Growth and Tax Relief
Reconciliation Act of 2001 ("EGTRRA"). This amendment is intended as good faith
compliance with the requirements of EGTRRA and is to be construed in accordance
with EGTRRA and guidance issued thereunder. This amendment shall also modify the
vesting schedule for Company Contributions, and designate Amgen USA Inc. as a
Participating Company. Except as otherwise provided, this amendment shall be
effective as of January 1, 2002. This amendment shall supersede the provisions
of the plan to the extent those provisions are inconsistent with the provisions
of this amendment.
1. Amgen USA Inc. shall be a Participating Company for so long as Amgen
USA Inc. remains in existence, and Appendix A to the Plan is thereby
amended to include Amgen USA Inc.
2. Article 7 of the Plan shall be amended as follows:
a. The following language is added to the beginning of Article 7
as Section 7.1 and all Sections under Article 7 are hereby
renumbered accordingly, and any references to any Sections
under Article 7 in the Plan are hereby amended to refer to the
Sections as renumbered hereunder:
7.1 100 Percent Vesting. Except for those
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Participants whose employment with a member
of the Affiliated Group was terminated on or
prior to December 31, 2001, a Participant's
interest in all of his or her Participant
Elected Contributions Account, Qualified
Matching Contributions Account, Qualified
Nonelective Contributions Account, Rollover
Contributions Account, Matching
Contributions Account and Nonelective
Contributions Account shall be 100% vested
and nonforfeitable at all times. If a
Participant's employment with a member of
the Affiliated Group was terminated on or
before December 31, 2001, then Sections
7.2-7.5 shall apply in determining the
vesting of those Accounts.
b. Section 7.2, as hereby amended, shall be re-titled "Vesting of
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Participant Elected Contributions Accounts."
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3. Section 4.1 shall be amended to read:
4.1 Participant Elected Contributions. Each Participant
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whose participation in the Plan is not suspended may
make Participant Elected Contributions to the Trust
Fund pursuant to a Salary Deferral Agreement that
specifies the amount of the contribution. Subject to
the limitations set forth in Section
4.4 and Articles 13-16, the amount of the Participant Elected
Contributions shall be equal to any whole percentage of his or
her Compensation, as the Participant shall elect, except that
this whole percentage shall not exceed 30 percent of his or
her Compensation. Participant Elected Contributions shall be
made through payroll deductions from the Participant's
Compensation. If a Participant elects to make Participant
Elected Contributions, the contributions shall be deemed to be
employer contributions to the Plan for federal income tax
purposes and, to the extent permitted, for purposes of other
federal, state and local taxes. A Participant's election to
make Participant Elected Contributions shall constitute an
election to have the Participant's taxable salary or wages
from the Participating Company reduced by the amount of the
Participant Elected Contributions.
4. Section 4.6 is added to read in its entirety:
4.6 Catch-up Contributions. All Participants who are eligible to
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make Participant Elected Contributions under this Plan and
who have attained age 50 before the close of the Plan Year
shall be eligible to make catch-up contributions in
accordance with, and subject to the limitations of, Section
414(v) of the Code. Such catch-up contributions shall be
equal to any whole percentage of the Participant's
Compensation, except that this whole percentage shall not
exceed 30% of his or her Compensation, and such catch-up
contributions shall not be taken into account for purposes
of Matching Contributions under Section 5.1 of the Plan.
Such catch-up contributions shall not be taken into account
for purposes of the provisions of the Plan implementing the
required limitations of Sections 402(g) and 415 of the Code.
The Plan shall not be treated as failing to satisfy the
provisions of the Plan implementing the requirements of
Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of
the Code, as applicable, by reason of the making of such
catch-up contributions.
5. Section 5.1 shall be amended to also be subject to the limitations of
Section 4.6 of the Plan.
6. Section 4.4(d) shall be restated in its entirety to read:
(d) Section 415 "Annual Additions" Limit. As it described in
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detail in Article 16, if amounts credited to a Participant's
Accounts during the Plan Year, other than earnings and
Rollover Contributions, exceed the Section 415 "Annual
Additions" Limit, then Participant elected Contributions may
be returned to the Participant.
7. Section 16.1 shall be restated in its entirety to read:
16.1 Limitation on Contributions. Except to the extent permitted
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under Section 4.6 of the Plan and Section 414(v) of the Code,
if applicable, the Annual
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Additions that may be contributed or allocated to a Participant
for any Plan Year shall not exceed the lesser of:
(a) $40,000 as adjusted for increases in the cost-of-living
under Section 415(d) of the Code, or
(b) 100% of the Participant's Section 415 Compensation for
such year.
If a Participant's Annual Additions would exceed the foregoing
limitation, then such Annual Additions shall be reduced by
reducing the components thereof as necessary in the order in
which they are listed in Section 16.5(a). Any amounts so reduced
shall not be included in a Participant's Aggregate 401(k)
Contributions or Aggregate 401(m) Contributions. The limitation
in Section 16.1(b) shall not apply to any amount that otherwise
is an Annual Addition under Section 415(l)(1) or 419A(d)(2) of
the Code.
8. Section 8.8 shall be restated in its entirety to read:
8.8 Small Benefits: Lump Sum. Any other provision of this Article
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notwithstanding, if the value of a Participant's entire Plan
Benefit equals $5,000 or less (including a Plan Benefit of $0)
before the first payment of the Plan Benefit is made, then the
Plan Benefit shall be paid (or deemed paid if the Plan Benefit is
$0) as soon as reasonably practicable after the Participant's
termination of employment to the Participant (or to his or her
Beneficiary in the case of the Participant's death) in a single
lump sum in cash. For purposes of this section, the value of a
Participant's Plan Benefit shall be determined without regard to
that portion of the Participant's Account that is attributable to
rollover contributions (and earnings allocable thereto) within
the meaning of Sections 402(c), 403(a)(4), 403(b)(8),
408(d)(3)(A)(ii), and 457(e)(16) of the Code.
9. Section 8.9. shall be amended as follows:
a. Section 8.9(a) shall be restated in its entirety to read:
(a) Definition of Eligible Retirement Plan. An Eligible Retirement
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Plan is an individual retirement account described in Section
408(a) of the Code, an individual retirement annuity described in
Section 408(b) of the Code, an annuity contract described in
Section 403(b) of the Code, an eligible plan under Section 457(b)
of the Code which is maintained by a state, political subdivision
of a state, or any agency or instrumentality of a state or
political subdivision of a state and which agrees to separately
account for amounts transferred into such plan from this Plan, or
a qualified trust described in Section 401(a) of the Code, that
accepts the Distributee's Eligible Rollover Distribution.
However, in the case of an Eligible Rollover Distribution to a
Beneficiary who is the Participant's surviving spouse, an
Eligible Retirement Plan is an individual retirement account or
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individual retirement annuity. The definition of Eligible
Retirement Plan shall also apply in the case of a distribution
to a surviving spouse, or to a spouse or former spouse who is
the Alternate Payee under a qualified domestic relations order,
as defined in Section 414(p) of the Code.
b. Section 8.9(b) shall be restated in its entirety to read:
(b) Definition of Eligible Rollover Distribution. An Eligible
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Rollover Distribution is any distribution of all or any portion
of the balance to the credit of the Distributee, except that an
Eligible Rollover Distribution does not include: (1) any
distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for
the life (or life expectancy) of the Distributee or the joint
lives (or joint life expectancies) of the Distributee and the
Distributee's designated beneficiary, or for a specified period
of 10 years or more; (2) any distribution to the extent the
distribution is required under Section 401(a)(9) of the Code;
(3) the portion of any distribution that is not includable in
gross income (determined without regard to the exclusion for
net unrealized appreciation with respect to employer
securities); or (4) any amount that is distributed on account
of hardship shall not be an eligible rollover distribution and
the distributee may not elect to have any portion of such a
distribution paid directly to an eligible retirement plan.
10. Section 4.5(b) shall be restated in its entirety to read:
(b) The Eligible Employee demonstrates to the Company's
satisfaction that the contribution is a qualifying rollover
contribution under Section 402(c)(4), 403(a)(4), 457(e)(16) or
408(d)(3) of the Code.
11. Article 22 shall be amended to reflect that the top-heavy requirements of
Section 416 of the Code and Article 22 of the Plan shall not apply in any
year beginning after December 31, 2001, in which the Plan consists solely
of a cash or deferred arrangement which meets the requirements of Section
401(k)(12) of the Code and matching contributions with respect to which the
requirements of Section 401(m)(11) of the Code are met.
12. Section 3.5(b) shall be restated in its entirety to read:
(b) Does not qualify as an Eligible Employee but remains a
Participant.
In accordance with Section 10.8 and 11.4, participation is also
suspended for 12 months if a Participant defaults on a Plan
loan or 6 months if a Participant takes a Hardship Withdrawal.
A Participant shall not make Participant Elected Contributions
or receive any allocation of Company Contributions with respect
to a period of suspended participation, but a suspended
Participant's Accounts shall remain invested as a part of the
Trust Fund and shall continue to share in the gains, income,
losses and expenses of the Trust Fund.
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13. Section 11.4(a) shall be restated in its entirety to read:
(a) Plan participation and all employee before- and after-tax
contributions to the Plan and other qualified and
nonqualified deferred compensation plans sponsored by
members of the Affiliated Group shall be suspended for a
period of 6 months. The consequences of suspension from
the Plan are described in Section 3.5.
To record this Second Amendment to the Plan as set forth herein, the Company has
caused its authorized officer to execute this document this 24th day of
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October, 2001.
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AMGEN INC.
By: /s/ Brian McNamee
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Title: Senior Vice President Human Resources
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